EXHIBIT 4.4
AGREEMENT
This Agreement (the "Agreement") is entered into effective July 1,
1996, by and between Precis Smart Card Systems, Inc., an Oklahoma corporation
(the "Company"), and [NAME OF EMPLOYEE] ("Employee").
a. The Company employs Employee as its [EMPLOYMENT POSITION] office
manager. In consideration of Employee's past performance and as an inducement to
continued performance, the Company hereby desires to offer certain incentives in
the form of stock and options to Employee.
In consideration of the premises and the parties' mutual obligations
herein, the parties agree as follows:
1. OPTIONS. The Company hereby grants to Employee options to purchase
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), and options to purchase options for shares of Common Stock under terms
and conditions as follows:
1.1 Effective immediately, Employee shall have options to
purchase up [NUMBER OF SHARES] shares of Common Stock at a purchase price of
$2.00 per share.
1.2 On and after such date as the Company has recognized
aggregate gross revenues in excess of $100,000.00, Employee shall receive
options to purchase up to [NUMBER OF SHARES] additional shares of Common Stock
at purchase price of $2.00 per share. For purposes of this Agreement, aggregate
gross revenues shall be recognized in accordance with generally accepted
accounting principles.
1.3 On and after such date as the Company has recognized
aggregate gross revenues in excess of $1,000,000.00, Employee shall receive
options to purchase up to [NUMBER OF SHARES] additional shares of Common Stock
at a purchase price of $2.00 per share.
1.4 Any unexercised options granted or purchased pursuant to
Subsections 1.1 - 1.3 shall automatically expire upon ten (10) years after the
effective date of this Agreement.
2. NO PROMISE OF CONTINUED EMPLOYMENT. This Agreement does not create
a promise by the Company of continued employment of Employee. Employee
acknowledges that Employee's employment by the Company is "at will."
3. TERMINATION. This Agreement shall terminate at the earlier of (i)
termination of Employee's employment with the Company, or (ii) ten (10) years
after the effective date of this Agreement; provided, however, that the term of
any unexercised options granted shall be governed by Section 1.4, without regard
to the date of termination of this Agreement.
4. CONFIDENTIALITY. Employee will regard and preserve as confidential
all trade secrets and information pertaining to the Company's business that have
been or may be obtained by Employee by reason of Employee's employment by the
Company. Employee will not, without written authority from the Company to do so,
use for Employee's own benefit or purpose, nor disclose to others, nor take or
retain or copy any of the Company's documents during Employee's employment or
thereafter, except as required in Employee's employment with the Company or as
otherwise may be required by law. The terms of this Section 4 shall not apply to
any portion of the trade secrets or confidential information of the Company
which becomes generally available to the public absent any breach of this
Agreement, was available on a nonconfidential basis to Employee prior to its
disclosure pursuant to Employee's employment by the Company or becomes available
on a nonconfidential basis from a third party who to the knowledge of Employee
is not bound to keep such information confidential. The obligations of Employee
pursuant to this Section shall survive the termination of this Agreement.
5. AMENDMENTS. This Agreement may not be amended except by an
instrument in writing signed by the Company and Employee and approved by the
Company's board of directors.
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6. NO WAIVER. No waiver of a breach of any provision of this Agreement
shall be construed to be a waiver of any breach of any other provision. No delay
in acting with regard to any breach of any provision of this agreement shall be
construed as a waiver of such breach.
7. ARBITRATION. Any claim, controversy or dispute arising out of or
relating to this Agreement, except as set forth herein, shall be settled by
arbitration in Oklahoma City, Oklahoma, in accordance with the rules for
arbitration of the American Arbitration Association. Any arbitration shall be
undertaken pursuant to the Federal Arbitration Act, where possible, and the
decision of the arbitration shall be final, binding, and enforceable in any
court of competent jurisdiction. The parties will bear their own attorneys' and
experts' fees. In resolving all disputes between the parties, the arbitrators
will apply the laws of the State of Oklahoma. Except as needed for presentation
in lieu of a live appearance, depositions will not be taken. The parties will be
entitled to conduct document discovery by requesting production of documents.
Any party may be entitled to pursue such remedies for emergency or preliminary
injunctive relief in any court of competent jurisdiction, provided that each
party agrees that it will consent to the stay of such judicial proceedings on
the merits of both this Agreement and the related transactions pending
arbitration of all underlying claims between the parties immediately following
the issuance of any such emergency or injunctive relief.
8. ENTIRE AGREEMENT. Employee acknowledges receipt of a copy of this
Agreement and agrees that with respect to the subject matter hereof, it is
Employee's entire understanding and agreement with the Company regarding its
subject matter, superseding any and all previous oral and written agreements
regarding the subject matter hereof.
9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Oklahoma.
EXECUTED as of the date first above written.
PRECIS SMART CARD SYSTEMS, INC.
By: /s/ XXX XXXX
Xxx Xxxx, President
[SIGNATURE OF EMPLOYEE]
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